Leave Out All the Rest
by j-hambys
Summary: "So, are you telling me you'll never fully go back to the way you were?" "No Gwen, I don't think either of us can ever go back to being as we were before." He whispers against her skin, a shade of regret in his tone. "The old Curt and Gwen, they were so innocent, so sure of themselves. The poor fools, they have no idea of the hell they're about to face." Post TASM, Movie Verse.
1. Chapter 1

**A/N: **So I'd originally intended for this to be a one-shot, but I thought it would make more sense to split it into three chapters of around 2,000 words each rather than to have one long one-shot. I've sort of been in love with the idea of these two since before the movie even hit theaters, but I was slightly bummed when I saw the movie and they literally had about one scene together. I don't know what it is about non-canon couples that appeals to me so much, but it's almost like the more unexplored it is the more potential it has I guess? UGH, idk I'm just in love with them and I've been wanting to write a fic forever so here you go.

**Disclaimer:** I don't own Spider-man or any of its characters. And the title if from a Linkin Park song.

_"When my time comes_  
_Forget the wrong that I've done_  
_Help me leave behind some _  
_Reasons to be missed _  
_And don't resent me _  
_And when you're feeling empty _  
_Keep me in your memory _  
_Leave out all the rest, leave out all the rest." -Linkin Park, "Leave out All the Rest" _

* * *

It's 9:15 on a Friday night in New York City. Instead of going out with friends and enjoying the beginning of the weekend, Gwen sits at home mulling over her English Lit homework that isn't even due until Monday. Her mother had taken her brothers on a weekend trip to see her aunt in New Jersey. Gwen had been invited along of course, but she insisted on staying behind to catch up on homework. _"Nerd,"_ her youngest brother mutters while the family is having dinner around the table. Gwen sticks her tongue out at him in response, an expression that he returns immediately. They laugh after that, and for a moment she thinks things are finally starting to go back to normal. But it hasn't been that long, and nothing will ever make things as they were before.

She can't sit still, or even do something as trivial as spending time with her friends. Gwen didn't really see much of anyone these days outside of school anyway. Flash hadn't come over for a tutoring session for what had been a little over two weeks now. Since he was actually passing Chemistry this year, her work wasn't really needed anymore.

She needs something to focus her mind, anything to prevent her from thinking.

It's been almost five months, but time doesn't literally heal all wounds. Some are too deep, at the moment she feels like this one will never heal. Her father died in the beginning of May, her junior year coming to a close. It's the end of September now, her last year of high school just beginning.

It isn't just one event. It's a butterfly effect of events that sent the world she'd known crashing down around her.

Her mentor flew too close to the sun, but she was the one who was burned in the end. He'd thought he'd found a serum that was the answer to everyone's problems, including his own. After taking it he seemed convinced that humans were on the same level as cockroaches and that they needed to be improved, fixed. George Stacy had dared to stand up to him, to come to the aid of Spider-Man. Her mentor murders her father on top of the building where they'd worked together.

She hands in her resignation at Oscorp the day after her father's funeral. It was an unpaid internship, but being that she already held the position of lead intern she'd always thought they'd eventually offer her an actual paying position a year or two from now.

She doubts she'll ever get another opportunity like this, but there's nothing left for her there now. Curt isn't there anymore and her father died on the roof.

George's dying wish ends up being for Peter to leave her out of anything that involves Spider-Man, and that he'd promise to keep her out of harm's way. When he breaks up with her shortly after her father's death, she instantly knows the reason behind it.

There are times when her mind is unoccupied and it wanders on its own accord, times when she wonders how things would've gone if she was on the roof that night instead of her dad. If it had been her there at Peter's side defending him against Dr. Connors. Sometimes her mind wanders to a dark place and she wonders if Curt would've killed her instead, if her dad would be burying her instead of the other way around.

_(She tries to blame his actions on the serum, but deep down knows she's still in denial about the whole thing.) _

She thinks back to the times she'd come face-to-face with him when he was on the serum. When she'd hit him with the trophy in the halls at school, there was a moment when he'd raised his hand as if to lash out at her, but Peter had stopped him.

When it was just the two of them at the Oscorp lab he'd simply taken the canister of reptilian serum out of her hands while leaving her without even a scratch.

With these thoughts considered, she convinces herself that he wouldn't hurt her. That even while on the serum he still had some control, some sort of sense of who he was.

_Then what's his excuse for killing your father?_

_Easy: there isn't one. _

* * *

New York is known as the city that never sleeps. These days Gwen hasn't been doing much sleeping either.

No matter how tired she may be her thoughts usually keep her up at night. She thinks of Peter _(of Spider-Man),_ of what he was doing while she lays safe and secure in her bed at night. Was he out fighting crime until the early hours of the morning? Was it hard for him to balance saving the citizens of New York along with keeping up with his school work? How was his aunt May doing?

She wonders if he misses her. They have second period together this year. They're in the same row of seats, her desk just a couple in front of his. There are times when she swears she can feel his eyes staring at her, but she refuses to glance back at him and find out.

On the rare night that she was lucky enough to sleep for at least a few hours, she never had normal dreams anymore. Her sleep now consisted of nightmares of monsters with green skin and gold eyes, or monsters disguised as men with green eyes and golden hair.

She chances a glance at the alarm clock on the night stand beside her bed. The clock reads _2:45 a.m_. Ugh, it looked like she was in for another sleepless night. She could count the hours she'd slept from the past three nights on one hand. Her insomnia was officially becoming a problem.

Finally sick of lying in bed with no sleep in sight, she gets out of bed and walks into her parents' bathroom where her mother keeps her sleeping pills. She's ready to take one with a pill in one hand and a glass of water in the other when she hears a noise coming from her room.

The noise sounded like it was coming from outside, as if someone had climbed the fire escape and was trying to get in through her window. _Peter?_ Had he come back for her? Who else would scale twenty stories at nearly three in the morning? Just to be on the safe side, she picks up a baseball bat from the hall closet.

(_This was New York after all, and she was alone in an apartment late at night_.)

She opens the door to her room slowly, stepping through the doorway quietly. Her hands firmly grip the bat, holding it as if she's ready to hit a home run at the World Series.

_Okay three years of soft-ball, this is where you come into play. _

Her window is open, her white curtains billowing as a light breeze blows into her room.

"Peter! I swear to god if you're fucking with me right now I'm going to kick your ass! Seriously! You don't mess with a sleep deprived girl with a bat!" She sounds braver than she feels. Her hands grip the bat so firmly that her knuckles must be turning white.

There's a figure slowly rising from the floor near her window. The lights in her room are still off, but there's just enough light from outside to illuminate a silhouette and oh shit-.

Before she can think she's struck him upside the head as hard as she can, and again across his back when he's kneeled over in pain.

She runs back towards her door, trying to put as much space between them as possible. The blow to the head would hinder him temporarily, but she's learned by now not to underestimate him.

Slowly on unsteady feet, Curt rises from the floor holding his hand up in truce as stands. "Jesus Gwen, it's me, relax."

"I know! That's why I hit you!" She grips the bat as tightly as before, still on the defensive.

"Gwen, calm down. I'm not going to hurt you." His voice is even, calm, just as it had always been before when they'd worked together. He moves cautiously towards her, as if approaching a wild animal.

She steps back just as quickly. "Don't you fucking dare!" Gwen almost asks him how the hell he'd managed to escape from a maximum security mental facility and scale twenty stories and break into her room, but she decides she almost doesn't want to know. She takes a moment to take in his appearance. From what little light that she has, she can see that he's wearing an orange jumpsuit, which is probably standard issue at the mental facility he'd been sent to. His usually combed blond hair was slightly disheveled, and his face looked like it had a hint of stubble.

"Look, I just want to talk." He says, this time not hesitating to take a few more steps towards her, quicker than he had before, seemingly growing braver the closer he gets to her.

She moves further away, trying to keep at least a ten foot gap between them. She was so close to her door she could run if she'd really wanted to, but she's been waiting months to finally confront him and she wasn't about to back down.

_(She was backing away and all sure, but you know, personal space and all that.) _

Her back touches the wall, and soon he has her cornered like a scared kitten. She nearly hits him with the bat again, but he stops it with his left hand and before she can blink he tears it from her hands and throws it on the other side of her room.

He almost reacts too quickly to only possess human reflexes. The serum couldn't possibly still be in his system could it? No, she'd made the antidote herself…Peter had released it to the whole city. He couldn't possibly still be suffering the effects of it…

He startles her even more by getting so close to her that the gap that was between them before is almost non existent. His green eyes lock onto her blue ones, so serious that he could probably hold her there with just a look alone. His face is shadowed from the slight bit of light coming in from the window, making him look all the more terrifying.

"Well, now I see that I have your attention." He rests his hand on the wall next to her. She has to crane her neck slightly to look up at him. Even human, he's nearly a foot taller than she is.

"Fine then, start talking."


	2. Chapter 2

**A/N:** So while I was doing a bit of research I saw some info on Wiki on Dr. Connors/The Lizard and apparently one of his abilities in the comics was that he excreted a type of pheromone that caused humans around him to act on their primal urges. So after seeing that I thought to myself "hmm, I could have some fun with this." lol Also on another note, I've only seen _The Amazing Spider-Man _one time months ago when it first came out and I wasn't really sure of how much time elapsed during the whole movie, because I was trying to get a concept of how long Peter and Gwen had been dating for and since I wasn't really sure of the timeline I'd just sort of guessed it had been at least a few months. But who knows, maybe it had really only been a few weeks in the movie. Anyway, here's chapter 2, enjoy!

**Disclaimer:** I don't own Spider-man or any of its characters.

* * *

She isn't even sure what she expects to hear from him at this point. An apology would make no difference, any plea for forgiveness would fall on def ears, and any excuses he could possibly give for what he'd done she'd already disproved herself. No – nothing would change what he'd done. Nothing could bring her father back, and nothing could mend the ties that had been severed between them.

If her eyes hadn't adjusted to the semi darkness she may have missed the change in his facial features. His expression softens a bit, no longer a predator about to devour its prey, just a hopeless, broken man, not knowing where to begin.

"I don't – I can't even begin to tell you how – how sorry I am for everything I've done to you Gwen." He knows the apology is probably pointless, but he says it anyway. He refuses to allow her to see him as a monster that simply kills without remorse. "And to Peter, and to everyone." He still says it, even when he knows it can never be enough.

"It's a little late for that, don't you think Doc?" Her voice is barely above a whisper; afraid if she talks any louder he'll hear her voice breaking. Her eyes are beginning to fog over with tears, hoping the darkness in her room will be enough to hide them.

She promised herself that she wouldn't allow him to see her this way, (_wouldn't give him the satisfaction),_ but there isn't enough strength or energy in her body to stop them from coming.

He takes a single step forward, completely closing the nearly imaginary gap between them. She presses her hands against his chest, trying weakly to push him away, but he doesn't even budge an inch. She's too exhausted emotionally and physically to even fight him off.

He removes his hand from the wall and cups the side of her face, bringing his forehead down to rest against hers as he does so.

He's making some sort of warped attempt at comfort, as if his touch could somehow be enough to stop her from coming undone. But the contact just makes the tears fall faster than before.

Her small frame starts to convulse with quiet sobs. With such close proximity, she's sure he can feel it too. She's thought of this moment for months, went over it a million times in her head. Thought of all the things she'd say to him if she ever even saw him again.

She looks up from the floor, her tear-stained eyes meeting his directly. "_Why?!_ How could you do it? You were my mentor, my teacher, my _friend_. I looked up to you, respected you, and you took _everything_ from me; my father, Peter, _everything_!" She's shouting at him now, any composure she had before now lost. "I could've been offered an actual position at Oscorp. You told me I had a future there, but I can't even stand to be near the fucking building anymore! I resigned the day after his funeral!"

He doesn't even know what to say to her. She was absolutely right about everything. The irony of the whole thing was that the last person he'd ever wanted to hurt turned out to be the one he'd hurt the most.

"Gwen, that wasn't me. The serum – it was defective. It hadn't even been tested on other humans before me – Norman Osbourne was dying."

He doesn't even know if he should be telling her this, he doesn't want to endanger her with having her know such information, but he can't lie to her anymore either. "Dr. Ratha funded the project, in hopes of finding a cure for Norman. I'd only tested the serum on animals, none of them showing any negative side effects at that point. Ratha said research had to move faster, that Osbourne didn't have time. He said that we were going to have to start testing the serum on humans, even though I insisted that it wasn't nearly ready for human trials. They were going to test it on retired veterans who'd lost limbs in the war, when I refused him, he threatened to have me fired."

She just stands there for a moment, dumbfounded. Trying her best to process the information he's just given her. "Why didn't you tell me about Dr. Ratha?"

"Why? What would you have done?" _What could you have done?_ He might as well have said.

"I would have told you not to turn yourself into a human guinea pig for one, and I would've told you to tell Ratha to go fuck himself."

"You really think that would've solved anything? Dr. Ratha, and by extension, Oscorp, essentially owned the rights to the research. They could've done whatever they wanted with it. It belonged to them, and if I hadn't done what I did, they would've used it to take advantage innocent people."

"Not unlike what you tried to do."

"The serum compelled me to do those things, it controlled me. You know I'd never…"

She cuts him off. "That day, in the lab, when you were coming for the serum, when I was making the antidote…Peter called me, said you were coming." She was calm now, talking in a quiet, hushed tone.

"There were eight minutes left, I wasn't going to leave, and I told him that. I evacuated everyone else, got them all out. Sure enough, just as the antidote finished you showed up. I've never been so afraid in my life, I didn't even breathe because I thought you'd hear it. All I can remember that day was the sound of your footsteps and being so sure that I was going to die. And then there you were, right in front of me, I hit you with the flame thrower, knowing that probably that wouldn't even be enough to save me. You just reached for the canister, and before I knew it, you had left me there, in the storage closet, completely blindsided by what had just happened. You knew who I was though, didn't you? You didn't even have any intention of hurting me. And you knew exactly what you were doing."

He pauses for a moment, choosing his next words carefully. "You're right. I did know it was you in the lab that day. I didn't even need to see you to know you were there." He tilts his head so that his lips are close to her ear, she hopes he doesn't feel the shudder that goes up her spine. "I could smell your perfume, your _scent,_ so fresh I could practically see the particles in the air. My senses were so unparalleled then, still are now." He dips his head into the crook of her neck, inhales her scent as if he's never encountered anything sweeter. "Funny how taking multiple doses of something makes it that much harder to flush from your system."

Five months. He'd been locked away for nearly five months and the serum still hadn't left him.

"So, are you telling me you'll never fully go back to the way you were?" _Back to normal, _she almost says, but for some reason holds back_. _

"No Gwen, I don't think either of us can ever go back to being as we were before." He whispers against her skin, a shade of regret in his tone. "The old Curt and Gwen, they were so innocent, so sure of themselves. The poor fools, they have no idea of the hell they're about to face."

_He'd only wanted his arm back,_ she tells herself. He hadn't just taken it for himself, but he'd done it to protect other people. So they wouldn't have to go through what he'd went through. He hadn't set out to destroy the city, to release a chemical attack on New York. How could he have had any idea it would turn out like this; had any remote concept of what taking the serum would do to him? But she won't feel sorry for him, and she sure as hell isn't about to forgive him either.

She isn't sure if she's imagining it when she thinks she can feel phantom lips ghosting over the nape of her neck. When he presses another kiss against her collarbone, she's sure she's lost her grip on reality completely. As her eyes flutter shut, she tilts her head back, her mind and her body acting as separate entities. Her mind can't even begin to grasp the situation before her, can't even fathom what's happening. All she can feel are his lips on her skin and her body arching even further into his.

She wouldn't delude herself by saying she hadn't thought of it before – hadn't thought of _him_ that way before, but never even in her imagination had she ever convinced herself that he would ever – could ever, share any of the same feelings towards her. He's married, or _was_ married, she should say. After the whole turning-himself-into-a-giant-lizard-and-trying-to-release-a-chemical-attack-on-the-city-thing, Gwen couldn't help but think that perhaps Mrs. Connors had started to rethink the marriage a bit.

He traces a line of kisses on her neck leading up to her chin, his mouth stopping only about an inch away from hers. He keeps her like this for a moment, drawing out the moment, until he final breaks the gap and presses his mouth firmly down to hers. He's careful with her at first, almost delicate even. Something primal had taken root inside of her, and she's decided that she doesn't want careful. She bites down on his lip, hard enough to draw blood, partially to punish him and partially hoping to illicit a response from him. He lets out no noise or indication that he's in pain, just pulls his lips apart from hers to look at her for a moment.

There's a cut on his lower lip, but with the serum wouldn't it just heal soon anyway? She hopes not. He just looks at her for a few seconds, as if he's trying to analyze her, trying to figure out what makes her tick. He suddenly slams her even further into the wall, hard. He crushes his lips onto hers again, this time in an almost punishing kiss. She tastes copper as she parts her lips beneath his, their breaths entwining with one another. Teeth scraping teeth, lips bruising lips, even though she knows she'll need to come up for air, she doesn't even know if she wants to. She'll end up asking herself later why she let this happen, but with her mind clouded with sudden lust and desire she can't find a single good reason to stop what she's doing.

He puts a hand under her bottom and proceeds to lift her off the floor, showing no strain despite lifting her up one handed. She wonders if along with some of the other abilities he'd maintained if heightened strength was one of them. Her legs hook around his waist instinctively, as she brings both of her hands up to his neck. She notices something strange about the skin there, the texture wasn't smooth like human flesh but almost with a rubber feel to it almost like… _Scales._ He'd been telling the truth about the serum after all.

At some point during their fevered kissing, she feels his hand find its way beneath the skirt of her nightgown, sliding slowly up the length of her inner thigh.

He breaks their kiss again, meeting her directly at eye level now that she's being held against him. He's silently asking for her consent, giving her a final chance to cut and run; to wake up from whatever spell someone's put her under and realize what a catastrophic mistake this is.

She wants to say no, wants to hate him like she had before, but god knows the bastard can't even let her do that.

She puts her hands on both sides of his face, resting her forehead against his. "I hate you so much." Her words lacking any true spite or conviction; with lips bruised from his kiss, his hand on her upper thigh, and the heat between her legs already wet and wanting.

"No you don't." Of course he has to call her out on her lie. He always had to be right.

"I wish I did."

She lets out a pained cry as she feels him insert two of his fingers into her. _You knew this would hurt; you've never done this with anyone else, _her subconscious chimes in. It was true, she was still a virgin. Despite the fact that they'd hit it off in so many ways, Peter and Gwen had only dated for a few months. She'd always thought they would've done it at some point soon in their relationship, but then the whole Spider-Man thing had happened and the whole plan had been well – shelved was a nice way to put it. And then they broke up, and the whole idea was shelved permanently.

His fingers twist inside of her, stretching her, expanding her. She starts to shift her hips in a rhythm with the movements of his fingers, feeling the sensation inside of her grow more pleasurable. She settles into a steady motion, her hips shifting as he moves his fingers back and forth inside of her.

Her former mentor was finger-fucking her against the wall of her bedroom. Hell _had_ frozen over.

Somehow her mind doesn't even process that they've moved until she feels her back hit her mattress and he's on top of her instead of in front of her. He doesn't waste any time pulling down the white nightgown, pulling it off her body in one practiced, careful sweep, sliding off her underwear in the process. He stares down at her, taking a moment to fully drink her in. She's more beautiful than he ever could have imagined, her pale flesh almost luminescent in the moonlight, her blue eyes staring into his lustful and wanting.

He trails a slow pattern of wet, open-mouthed kisses starting at her neck, making his way down the delicate expanse of her body. His mouth moves lower from the area between her breasts, all the way to her belly button, his head moving down further still. He hears her agonized moan when he dips his mouth into the welcoming heat between her legs. She arches herself further against his mouth, her moans becoming louder and more frequent with every excruciating flick of his tongue. He shows her no such mercy though, as he continues to devour her, savoring the sweet taste of her, even as he hears her cries of ecstasy echo off the walls of her bedroom.

"_Curt." _She cries desperately, unsure herself on whether it's a plea for him to relent of if she's begging him not to stop.

He lifts his head from her, caught temporarily off guard. She'd never once called him by his first name before. It was always something more formal, usually always just "Dr. Connors", but never his first name, never Curt. He loves the way his name sounds on her lips, so much to the point that getting her to say it may become an addiction. _She _may become an addiction.

He pulls her to him as he brings them both into an upright position on her bed. Her hands pull nimbly at the buttons of his shirt, suddenly feeling the need to have his skin pressed against hers, pulling at his waistband and with minor assistance from him making quick work of his pants as well.

"You're a sadistic bastard, you know that?" She asks, still breathless from his previous assault.

"Wouldn't want to prolong your pain any longer then, would we?"

With one rough thrust he's inside of her, drawing a shocked gasp out of her in the process. He settles into a steady motion as she straddles his lap, her hips bucking against him with each thrust. He pushes her onto her back again, increasing the pace and intensity with this new position of dominance.

She's grasping his shoulders, holding him as tightly to her as she possibly can. She's so close, she can feel it, and she's sure he can too. It's almost torture, being so close to her peak, on the edge of her completion.

He digs his teeth into the soft skin where her neck and shoulder meet, not hard enough to draw blood but hard enough to mark the flesh. "Say my name Gwen." He commands in a harsh whisper.

"Curt." Her voice comes out in a whimper, a plea for him to grant her release. _Fuck, _she's so close now.

His pace is even quicker now as he pushes into her with almost a punishing force. "I can't hear you."

"_Curt!" _She digs her nails so deeply into the skin on his back she's sure she can practically feel his skin beneath her fingernails. Her screams reverberate through the room so loudly that she'd probably woken at least half of Manhattan as she comes down from reaching the height of her pleasure.

He comes at nearly the same time, marveling at how just that one mere syllable on her lips can cause him to unravel completely. He lets himself fall limp on top of her, the two both trying to catch their breath.

In this moment, she feels almost lighter, as if the emotional weight she'd been carrying around with her all these months had been lifted. She doesn't think about the past, or the future, she's just there, in that exact moment, without a care in the world.

She tries her best to soak in the afterglow now, because she knows when she wakes up in

the morning, reality will come crashing down again.


	3. Chapter 3

**Disclaimer:** I don't own Spider-man or any of its characters.

* * *

It's the harsh afternoon sun and the loud New York traffic far bellow that wakes her from her sleep. She stirs in her bed, taking a moment to stretch and rub sleep from her eyes. There's no way to tell how long she slept for exactly, but the alarm clock on the nightstand reads _12:27_ and she realizes that if her mother had been here to see that she'd slept past noon she wouldn't have let Gwen hear the end of it. At the same time she thinks of how this is probably the longest she's slept in months. It isn't until she turns to survey her surroundings that she notices that Curt is actually still there, laying next to her, in her bed, staring at her.

His expression isn't really one of fascination, more like an analytical one, always studying her in some way or another. _Always the fucking scientist, _she thinks to herself.

She can't figure out if the fact that he stayed is a burden or a relief to her. Doesn't know anymore if his presence frightens her or puts her at ease. Since she'd slept so peacefully with him there, she'd probably guess the latter. (Not that she'd _ever_ admit this out loud or hardly even to herself.) She just stares back at him, meeting his vacant expression with one of her own.

"You stayed." It isn't a question, it's more of a passive declaration of a fact. She might as well be telling him that the sky is blue, or that the grass is green.

"Where else would I be?"

Despite all the nearly impossible things that had happened all those months ago, Gwen still can't wrap her head around why her supposedly married ex-mentor broke out of a mental institution and his first thought and priority was to go and see her of all people.

"Why aren't you wearing your wedding ring anymore?" She told herself she wouldn't ask him about his wife or son, she didn't want him to think she cared about any part of him, but they'd done some pretty questionable things the night before and whether or not he still had a wife factored pretty heavily into the situation.

"What happened between you and Peter?" He asks, matching her uncomfortable question with one of his own, making it perfectly clear that she's trying to open up something that he isn't at all willing to discuss.

She just looks away from him, refusing to dignify his question with any sort of response.

He doesn't want to talk about this with anyone. To say it's a sore subject would be an understatement, but she's been through hell because of him and he at least owes her honesty.

"We've been separated. It's been a little over a year now, we were apart nine months before the whole – _thing_ had even happened." He'd still worn his ring even then, even when he and Martha had been apart all that time. It wasn't as if he'd deluded himself into thinking the two of them would ever be able to mend their broken marriage, he'd just left it on for appearances he supposed. To avoid questions from colleagues or anyone else he'd been close with at the time.

She doesn't ask him about it though. Doesn't ask when the last time it was that he'd seen his son, or why his marriage had fallen apart in the first place. She can't even for a second stand to think of the idea that she herself could've been the cause of it. Because if god forbid she had in any way been a factor in the separation she'd hate him even more for putting such a terrible thing on her shoulders. She could never live with herself. When they'd worked together she'd shown no obvious interest or led him on in any way, so there's no way it could've been her. It must have been his work, he'd always been so busy with all of his god damned work. There are so many things she wants to ask him, but she isn't going to. They'd both been though so much already and she'd gain no satisfaction from rubbing salt into his old wounds.

"Peter broke up with me days after my father died. Apparently Dad's dying wish was that he wouldn't put me in harm's way. I guess keeping me at a distance was the only way to do that." She says without looking at him, her eyes fixed on the ceiling.

That must have been what she'd meant when she'd said last night that he'd taken Peter from her, suddenly things become clear to him. Suddenly he realizes the full extent of what he's done to her. How much he's taken away from her, how broken she'll always be no matter how hard anyone may try to fix her. Gwen Stacy. Bright, beautiful, brilliant Gwen. _His Gwen._

She turns her back on him and sits on the edge of her bed, picking up her discarded nightgown from the floor and putting it back on. She can't see what he's doing, but she hears him shuffling about on the other side of the bed which makes her assume that he's picking up his clothes from the night before and getting dressed. She isn't going to ask him what's going to happen next, isn't going to ask him if he's going to leave now, or where he's going to go when he does.

There's a short pause between them, her refusing to break the silence and him trying to delay the inevitable. He guesses that she can already tell what's to come, that she must know he has to run. There's no other option for him at this point. He's an escaped criminal and he's going to have to hide, for how long he doesn't quite know, but one thing for certain was that he couldn't stay in New York much longer.

"I have to go now." He can't hide the remorse in his voice, his tone laced with deep regret.

"I know." Outwardly her voice is flat and apathetic; inside she's struggling within herself not to break in front of him again. Everyone was leaving her. Her father left. Not by his own choice, but he was still gone. Peter was gone, and now Curt would follow suit.

She doesn't hear him get off the bed and stand up. She doesn't even knows he's walked over to her until he's standing right in front of her, clad in orange again. The small scratch on his lip that she'd given him the night before was still there, and the light green patterns on his neck fully visible now in the daylight. He's close enough for her to reach out and touch, closer than he may ever be to her again.

She stands up and throws her arms around him impulsively, resting her head against his chest, holding him tightly to her.

He wraps his arm around her, running his fingers through her hair as he holds her. "You could come with me." He asks before pressing a kiss on the top of her head, resting his lips there after. It's a foolish offer, he knows that. It's an offer that she would never take, an offer that she never _could_ take.

"I couldn't go with you. You know that. I couldn't leave my mom, my brothers…" She'd never leave them, never abandon them. She was the oldest and her father was gone, next to her mother, she was the rock that had to support this family. She couldn't desert them; not now, not ever.

He puts his hand on her cheek, tilting her head up so that they're facing each other. "Gwen, even if you and Peter aren't together this city will never be safe for you. He's going to make other enemies, many other _powerful_ enemies. And they won't be like me, they won't hesitate to hurt you. To hurt the ones he loves the most in order to get to him. If anyone were to find out who he really was, if they found out what connection you had to him… I'd never forgive myself if anything were to happen to you… I just have to know that you'll take care of yourself. As much as it might hurt to admit it to yourself your father was right. You have to stay away from Peter, no matter how much it hurts you both to be apart it's for both of your own good. I have to know that you're safe, I have to know that you'll still be here when I come back..." _If I ever can come back,_ he leaves out.

She just nods while still looking up at him, feeling the tears threaten to sting her eyes again. "Okay. I promise I'll do my best to stay safe."

As much as it pains her to admit it, she knows he's right; knows that he and her father were both right. She can't be with Peter, it was too dangerous. She still cared for him, maybe even loved him. But if he cared for her as much as she did for him he was going to stay away from her. Knowing him, he was going to do whatever it took to see to it that she was safe, and if that meant staying away from her, then he'd do it.

She has to look away from him, the tears flowing freely now, staining to orange material of his shirt as she leans her head against him. He shouldn't have come here, shouldn't have tried to make her forgive him. Shouldn't have forced her to say good-bye to him all over again, he should have just left her without a word, broken out of that mental facility never to be seen again by anyone and left without a trace. That would be easier, she could still hate him if all she remembered of him was the monster who'd killed her father on top of Oscorp tower, but he wasn't. He was still Dr. Connors, still Curt. So different and yet still the same man who'd taught her almost everything she knew about biology and genetics and science in general. Still the same man who had always said that she was destined for greatness, the man who'd made her believe that she could do anything.

He should have just left her alone, that would have been easier. This was so much harder than she could have ever imagined.

She looks up at him again, meeting his eyes directly. "Just…" She's struggling to keep her composure, to keep her voice steady. "Come back when you can, okay?"

He presses a thumb to her cheek, wiping away one stray tear. "Okay." He wants so badly to promise her that someday he will, that maybe if he hides long enough that they'll never find him and everyone would forget about this terrible mess, that it would all blow over and that he could come back here. Back to New York, back to her. But there was no guarantee of any of this and this would likely be the last time he'd ever see his brilliant, bright-eyed Gwen ever again. "You mean the world to me, you know that?" He kisses her again, one last time. Feeling the flush of her cheeks and the warmth of her tears on his face, savoring the moment, hoping maybe somehow the serum had enhanced his memory so he'd remember this moment perfectly.

Coming from him it might as well have been a confession of love, a part of her thinks that in his own way maybe it is. She almost spills her soul to him, almost tells him that she loves him, that she always had from when she'd first met him, but she'd felt like some stupid teenager with a crush on an older married man and she'd never had the courage to tell him until now. She thinks she might as well, he's about to leave her forever and she literally has nothing to lose. But yet she still stops herself, she doesn't know whether to credit it to pride or lack of courage. _He must already know though,_ she thinks to herself. _He has to know, doesn't he? _

Before she knows it he isn't holding her anymore. He's made his way across her room, back the same window he'd come in through last night. She wonders for a second if she can even remember him closing it after he'd come in through it last night, but realizes that somehow in the midst of everything that he must have since he's opening it up again. Ready to climb out into the streets, out into the unknown, out to flee to god knows where.

"Hey!" She calls to him.

He looks back at her, one foot on the fire escape already.

He can't leave without knowing. She can't spend the rest of her life regretting not letting him know it, can't spend her life thinking about how he'd never known how she felt.

"I love you." She smiles at him through the tears in her eyes.

He smiles back at her; a sad smile, but still a smile. "I know."

For a split second she thinks this is all he's going to give her, that these are the words he's going to expect her to hold onto for the rest of her life. That these will be the last words he'll ever say to her. Her borderline shock must have been showing on her face, because he's giving her an almost teasing smile now.

Much to her relief without missing a beat, he amends it. "I love you too." And with that, he disappears down her fire escape.

_Smug bastard. _

* * *

**A/N:** Sorry for the cheesy Star-wars-esque ending, but I thought it fit the moment and she thought it was the last time they'd ever she each other so I was like, "Why not?" XD Anyway, that's the end of it, hopefully I'll get more inspiration and write more for these two in the future. Or maybe if I'm really ambitious and there's a demand I'll do a sequel.


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